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Last updated: 03/05/2026
Below are our terms of service, which outline the rules and guidelines for using our services.
1. INTRODUCTION AND ACCEPTANCE
These Terms of Service (the ‘Terms’) set out the agreement between you (‘Client’, ‘you’, ‘your’) and Builtflat Limited (‘Builtflat’, ‘we’, ‘us’, ‘our’) for the provisions of our Services.
By accepting any Quote, Proposal or Invoice from us (in writing, verbally, or by conduct), you agree to be bound by these Terms.
1.1. Our Standard Terms: These terms are our standard terms for providing Services and Products. We aim to be fair and practical, and for some clients we may agree to variations or additional terms to reflect the specific engagement. Any agree changes must be recorded in writing and will apply only to that engagement unless we expressly agree otherwise.
If you have any requested variations, please contact your Builtflat representative by email to discuss.
1.2. Order Acceptance: We reserve the right to accept or decline any order in whole or in part at our discretion. An order will be deemed accepted once we issue an invoice, deliver the Services, receive confirmation on a quote, or otherwise confirm acceptance in writing.
1.3. Authority to Order: We are entitled to rely on the authority of any person who places an order on your behalf. It’s your responsibility to ensure that you or anyone acting for you has the necessary authority.
1.4. Binding Agreement on Acceptance: By placing an order with us or accepting any Services, you agree to be bound by this Agreement. If you are acting as a trustee, you confirm you are bound both personally and in your capacity as a trustee.
1.5. Ongoing Application: Your acceptance of these Terms applies to all future orders, purchases, or schedules you place with us. This Agreement will be deemed incorporated into and form part of each such order or schedule, as if set out in full.
1.6. Electronic Signatures: Both parties agree that electronic signatures and communications are valid and binding, provided they comply with the requirements of New Zealand law.
1.7. Amendments: These Terms can only be amended:
The new Terms take precedence over any other Terms or agreements unless expressly varied with our written consent.
2.1. Our Services: We provide the Services described in your accepted Quote or Proposal. Services may include, but are not limited to, website design and development (including template and custom builds), hosting, maintenance, SEO, digital marketing and related consultancy.
2.2. Delivery and Fulfilment: We will deliver the Services through channels we agree with you in writing, such as email, uploaded to your hosting account or providing access credentials.
Unless otherwise agreed, delivery timelines are estimates only. We will aim to meet agreed schedules but are not responsible for delays caused by factors beyond our control, including client delays in approvals or supply of materials.
2.3. Staged Delivery: We may deliver work in phases or stages, each of which may be invoiced separately. Acceptance of partial delivery constitutes acceptance of those Services to that point.
2.4. Reliance on Client Information: We rely on the information, specifications and materials you provide to us. You are responsible for ensuring this information is complete, accurate and suitable for the intended purpose. We will not be liable for errors, omissions or additional costs caused by inaccurate or incomplete information provided by you.
2.5. Client Content and Materials: You agree to supply all content, data, images, branding, logos, text and other materials (unless agreed in writing or the materials are part of the Services scope) required to deliver the Services in a timely manner and in the formats we request. You confirm that any materials you supply:
We reserve the right to refuse to use any material we consider inappropriate or that breaches these requirements.
2.6. Your Approval and Feedback: You agree to provide timely feedback, approvals and instructions as reasonably required for us to deliver the Services. Failure to do so may result in delays or additional charges.
If approval is required at any project stage, you agree not to unreasonably delay your approval beyond the timeframe we agree (or five (5) days if no specific timeframe is set). Delays in providing approvals may result in us charging a reasonable holding or rescheduling fee.
2.7. Your Systems and Access: You agree to provide us with access to any systems, hosting accounts or other resources reasonably required to deliver and support the Services. You remain responsible for any security or permissions on your systems unless we agree otherwise in writing.
2.8. Client Changes and Modifications: If you (or any third-party you engage) make changes to the delivered Services without our prior consultation, we will not be responsible for any resulting issue. We may charge our standard rates to resolve such issues.
2.9. Client Property and Materials Left With Us: If you leave materials, files or property with us without specific written instructions, we may, after reasonable notice, dispose of them at our discretion. We are not responsible for any loss arising from such disposal or retention.
2.10. No Guaranteed Outcomes: We will deliver Services with reasonable care and skill and will use our expertise to help you achieve the best possible results. However, we make no guarantees about specific outcomes, including but not limited to:
You acknowledge that all such outcomes depend on factors beyond our control.
3.1. Quotes and Estimates: All Quotes we provide are based on the information available at the time. If you provide incomplete or inaccurate details - or if key requirements change later - our Quote will be treated as an estimate only. We reserve the right to adjust the pricing to match the updated scope.
3.2. Validity of Quotes: Unless otherwise stated in writing, our Quotes are valid for 30 days from the date issued. After that period, we may update pricing to reflect any changes in our rates, costs, or market conditions.
3.3. Pricing Basis: Unless otherwise agreed in writing, the price payable will be:
We reserve the right to change our price lists from time to time. Updated pricing applies to new orders accepted after the date of change.
3.4. Variations to Scope: If you request changes to the agreed scope of Services, specifications or deliverables after work has started, we will treat these as variations. We may provide updated pricing in writing, which you agree to pay. Variations may also arise if:
3.5. Approval of Variations: We will confirm variations in writing. You must review and respond to any variation notice with ten (10) days. We will follow up with a reminder on the final day. If you fail to respond within that time, we will pause all work. If you instruct us to proceed after a pause, you accept that depending on the restart delay, project size, and/or internal workload, there may be a “Restart” fee or delay before we start. You also accept that timelines will be adjusted to incorporate delays in acceptance of variations.
3.6. Design Changes: We work with you to finalise and approve designs before development starts. Any changes you request to an approved design after development has commenced will be treated as a variation and incur additional charges.
If you provide your own or lead the design, you accept responsibility and liability for it’s suitability and functionality. Any required adjustments, corrections or fixes will be charged at our standard rate.
3.7. Template Website Pricing: Where we agree to deliver a website based on a template, any changes you request that go beyond the standard template design or functionality will be treated as custom design and development work which will be charged at our standard rate.
3.8. Reimbursable Expenses: You agree to reimburse us for all reasonable and necessary expenses we incur in delivering the Services, unless we explicitly exclude those costs in your Quote. Reimbursable expenses may include travel, accommodation, courier fees, licensing costs or third-party supplier chargers, and will be billed at cost plus any agreed administration fee.
4.1. Appointment of Representatives: If you nominate a third party as your authorised representative, that person will have full authority to act on your behalf in all matters related to ordering and managing our Services. This authority remains in effect until the Services are completed or until you notify us in writing that their authority has been withdrawn or limited.
4.2. Responsibility for Actions: You agree to take full responsibility for all costs, commitments, and instructions made by any authorised representative you appoint. We are entitled to rely on their authority without further enquiry.
4.3. Limited Authority: If you want your authorised representative to have limited or restricted authority, you must clearly specify those limits to us in writing in advance. We are not responsible for enforcing any limits you do not clearly communicate.
5.1. Payment Due Dates: Unless agreed otherwise in writing, all invoices are payable on the 20th of the month following the invoice date. You agree to pay all invoices amounts in full, without deduction or set-off, by the due date.
5.2. Deposits and Progress Payments: We may require deposits or staged payments for certain projects. For example:
We will confirm any payment schedule in your Quote or Proposal. If requested, we may at our discretion agree to milestone payments in writing.
5.3. Payment Methods: Payment can be made by an electronic bank transfer or any other method we agree to in writing. Non-cash payments will not be considered received until they have fully cleared in our account.
5.4. Direct Debit Arrangements: If you choose to pay by direct debit:
5.5. Allocation of Payments: We may allocate payments received from you to any outstanding invoices as we see fit, including reallocating prior allocations if required. In the absence of a specific allocation, payments will be applied in a way that best preserves our security interests in any deliverables or Services.
5.6. Third-Party Costs and Subcontractor Payments: If we pay any third-party or subcontractor costs on your behalf, you agree to reimburse us in full within seven (7) days of our invoice, unless otherwise agreed in writing.
5.7. Security for Payment: We may request you provide security for payment in the form of a deposit, personal guarantee or other security acceptable to us. Failure to provide such security when requested may result in us declining to proceed with, or suspending, the Services.
5.8. Insolvency Acceleration: If you become subject to an insolvency event (including bankruptcy, liquidation, receivership, or inability to pay debts as they fall due), all amounts you owe us - whether or not yet due for payment - will become immediately payable in full.
5.9. Disputed Amounts: If you dispute any portion of an invoice, you must notify us in writing within seven (7) days of receiving it so we can investigate promptly.Failure to notify us within this timeframe may mean we treat the invoice as accepted unless you can show a genuine error.
5.10. Late Payment Consequences: If you do not pay an invoice by the due date:
We also reserve the right to charge interest on overdue amounts at two per cent (2.0%) per month, compounding monthly until payment is received in full.
5.11. No Withholding for Disputes: You may not withhold payment for any undisputed amounts due to disagreements about part of the Services. We expect you to pay the undisputed portion on time while any dispute is resolved.
6.1. Ownership Until Payment: We retain ownership and licences of all deliverables, files, materials, designs, code and other assets supplied to you as part of the Services until you have paid all amounts owed to us in full.
6.2. Rights Pending Payment: Until full payment is received:
6.3. Recovery of Deliverables: If you fail to pay any amount when due, we may require you to return any deliverables or materials supplied by us immediately. We may also suspend all use of digital deliverables. Where you do not return, relinquish, or stop use, we may:
6.4. Right of Repossession: You irrevocably authorise us, or our agents, to take possession of any physical deliverables that have not been paid for. For this purpose, we may enter any premises where the deliverables are reasonably believed to be held. Any such entry will be conducted reasonably, during normal business hours, and in accordance with the Credit (Repossession) Act 1997 where applicable.
6.5. Recovery Costs: You agree to pay all reasonable costs we incur in recovering any outstanding debt or deliverables, including legal fees (on a solicitor-client basis) and debt collection agency charges.
6.6. Insurance Proceeds: If any deliverables supplied by us are lost, damaged or destroyed before you have paid in full, you agree that you are liable for the full cost still and we are entitled to any insurance proceeds related to that loss, damage or destruction.
7.1. Delivery Method: We will deliver the Services to you using methods we agree in writing, which may include:
7.2. Delivery Location: Unless otherwise agreed, delivery will be deemed to occur:
7.3. Delivery Timing: Any delivery dates or timelines we provide are estimates only. While we will use reasonable efforts to meet agreed schedules, we are not liable for delays caused by:
7.4. Staged and Partial Delivery: We may deliver work in stages, phases, milestones or partial components. Each delivery stage may be invoiced separately and will be considered delivered when made available to you. Your acceptance of a stage or partial delivery constitutes acceptance of that portion of the Services.
7.5. Risk and Responsibility: Once we deliver Services or materials to you, the risk for those items passes to you. You are responsible for:
7.6. Incidental Items: If we provide any incidental material, files, documentation or supporting assets in connection with the Services, delivery is deemed completed when those items are provided to you or uploaded to your nominated location. Risk of loss or damage for those items passes to you upon delivery.
7.7. Client Nominated Carriers or Platforms: If you request that we deliver materials via your chosen third-party carrier, platform or service provider:
8.1. Notification of Changes: You agree to notify us in writing at least fourteen (14) days in advance of any changes to your key details. This includes, but is not limited to, changes to your legal name, business ownership, company structure, address, email, or contact phone number.
8.2. Consequences of Failing to Notify: Should you fail to provide timely notice you will be in breach of this Agreement. You will be responsible for any reasonable costs or losses we (or any of our related companies) incur as a result.
9.1. Client Responsibility for Content: You are responsible for providing all content, materials, data, images, video, branding, logos, text and other assets needed for the Services in a timely manner and in the formats we specify.
9.2. Warranties About Supplied Content: You warrant that any content you supply:
9.3. Our Right to Refuse Content: We reserve the right to refuse to use or publish any content you supply if we reasonably believe it breaches these Terms, is offensive, inappropriate or unlawful, or could harm our reputation or relationships with third-parties.
9.4. Client Indemnity: You agree to indemnify us against any claims, losses, damages, costs or expenses (including legal costs on a solicitor-client basis) arising out of or in connection with any content you supply and any breach or the warranties you give in this section.
9.5. Format and Quality Requirements: You must deliver all the content in the file formats we request and at the quality and resolution suitable for the intended purpose. We are not responsible for poor results caused by low-quality or improperly prepared content you supply.
9.6. Proofreading and Approval: You are responsible for reviewing and approving all drafts or proofs we provide and ensuring all content is accurate and complete before final sign-off. We are not liable for errors or omissions you did not correct during the approval process.
10.1. Compliance with Law: Both parties will comply with all applicable health and safety laws and regulations, including the Health and Safety at Work Act 2015
10.2. Duty of Care: Each party agrees to take all reasonably practical steps to ensure the health and safety of any person who could be affected by their work under this Agreement.
10.3. Client Site Responsibilities: If our work requires us or our personnel to attend your premises or any site you control:
10.4. Consultation and Cooperation: Each party will consult, cooperate and coordinate activities with the other as necessary to meet their shared duties under health and safety legislation.
11.1. Ownership of Intellectual Property: We retain full ownership of all Intellectual Property, Project IP, and Background IP we create or deliver as part of our Services, including all designs, code, documents, plans, strategies, concepts, graphics, content and other materials, until you have paid us in full for those Services.
11.2. Licence Upon Payment: Once you have paid all amounts due under the relevant Quote or Proposal, we assign you all rights, title, and interest in the Project IP created specifically for you. We also grant you perpetual, worldwide, royalty-free use of any Background IP incorporated into the Deliverables as part of the Deliverables, for your business purposes. You may not resell, redistribute, or sublicence any Background IP without our prior written consent.
11.2a. Transfer to Purchaser or Successor: Notwithstanding clause 23.5, you may transfer (and permit the transfer of) the rights in the Project IP assigned to you under clause 11.2, and your license to use Background IP under clause 11.2, to:
Provided that:
i) the transfer is solely for the purpose of owning, operating, maintaining, supporting, or continuing development of the deliverables;
ii) the recipient agrees in writing not to resell, redistribute, sublicence, or otherwise commercialise any Background IP except to the extent embedded in the Deliverables; and
iii) you (and/or the recipient) remain responsible for complying with all Third-Party Materials terms and licencing requirements.
11.3. Third-party & Open-source Materials: Third-party materials are owned by their respective licensors. Your right to use them is subject to the relevant third-party terms and licence conditions.
11.4. Reservation of Rights: We reserve all rights in our IP not expressly granted to you under these Terms. This includes:
11.5. Portfolio & Publicity: Unless you notify us in writing that the project is confidential before work begins, you grant us the right to:
We will not disclose confidential information without your prior written consent.
11.6. Revocation of Licence for Non-Payment: If you fail to pay any invoice by the due date and after late payment notices, we may:
Your rights to use our work will be reinstated once all outstanding amounts are paid in full.
11.7. Client Supplied Materials: You warrant that any materials, content, images, logos, videos, data or other assets you supply to us:
You agree to indemnify us against any claims, losses or expenses arising from any breach of this warranty.
11.8. Misuse of Our IP or Plans: If you use our plans, concepts, proposals, or our participation in meetings to sell services to your own client, but then choose not to engage us for the work as agreed (either verbally or in writing), you agree to pay our standard fees for all time and Services provided to support that sale.
11.9. Infringement Claims: If a third party claims that the Deliverables infringe their intellectual property rights, you must promptly notify us and cooperate reasonably. We may, at our option, modify the Deliverables, replace the affected element, or produce a licence, provided you have paid all amounts due and the claim does not arise from materials you supplied or instructions you required.
11.10. No Implied Rights: Except as expressly set out in this Clause 11, no intellectual property rights are transferred or licensed.
12.1 Definition of Fixed Term Services: Where we agree to provide Services to you on an ongoing basis for a specific period (a Fixed Term), the initial term and scope of services will be described in your Service Level Agreement or other written agreement.
12.2. Commitment Period: You agree to pay for and maintain the Fixed Term for the entire agreed period. You may not cancel or terminate the Fixed Term early except as expressly permitted in these Terms, the SLA or in written confirmation from us.
12.3. Automatic Renewal: Unless we agree otherwise in writing, at the end of the initial Fixed Term, the SLA or agreement will automatically continue on a monthly rolling basis.
12.4. Price Reviews: We may review and adjust pricing for ongoing SLA Services:
12.5. Failure to Pay: If you fail to pay any amounts due for the Fixed Term Services, we may suspend or cancel the Fixed Term immediately. All outstanding amounts for the remainder of the Fixed Term will become immediately due and payable.
12.6. Priority of SLA Terms: If there is any inconsistency between these Terms and the terms of a signed SLA, the SLA terms will prevail for the specific services covered by it.
13.1. Hosting Services: If we provide hosting services to you, those services may be subject to a separate Service Level Agreement or additional terms that will be agreed in writing. Unless otherwise specified:
13.2. Client Responsibility for Hosting: Unless you have purchased hosting directly from us, you may be responsible for:
We are not liable for issues caused by your chosen hosting provider.
13.3. Maintenance Services: Where agreed in writing or under an SLA, we may provide maintenance services, including updates, backups, security monitoring or troubleshooting. You agree to:
13.4. Client Changes and Unauthorised Modifications: If you, your staff, or any third-party make changes to your website or systems without consulting us:
13.5. Access and Cooperation: You agree to provide us with timely access to your systems, accounts and hosting environments as reasonably required for us to deliver hosting, maintenance or support services. Failure to provide access may:
13.6. Suspension for Non-Payment or Breach: We reserve the right to:
If you fail to pay any amount, not limited to hosting, by it’s due date or breach these Terms, we may suspend services immediately until all outstanding amounts are paid or the breach is remedied.
13.7. Public Access Disclaimer: You acknowledge that by placing content on a public website:
14.1. Role as Agent: If we assist you in registering, renewing or managing a domain name, you agree we do so as your agent and you authorise us to act on your behalf for these purposes. All domain registrations are subject to the terms and conditions of the relevant domain registrar and governing registry.
14.2. Client Responsibility: You are solely responsible for:
14.3. No Guarantee of Availability: We do not guarantee that any particular domain name you wish to register will be available. Domain availability is determined by the relevant registry at the time of registration.
14.4. Renewals and Expiry: Unless explicitly agreed in writing, we are not responsible for monitoring domain expiry dates or renewing domains on your behalf. You accept all risk of the domain expiring, becoming unavailable, or being lost if fees are unpaid. If you request us to manage renewal, you must pay all renewal costs in advance.
14.5. Liability Disclaimer: We are not liable for:
14.6. Transfer of Domains: If you wish to transfer a domain away from us or between registrars:
15.1 Clients Responsibility for Accounts: You are responsible for maintaining access to your own social media accounts, advertising platforms and any related services. You agree that you will comply with all terms and conditions of those third-party platforms and provide us with necessary access, approvals and content in a timely manner.
15.2. Platform Terms and Changes: You acknowledge that social media platforms and advertising services are operated by third-parties over whom we have no control. This means platform terms, algorithms and policies may change at any time, which can affect results. You agree we are not liable for any loss, damage or change in performance arising from such changes.
15.3. No Guarantee of Results: We will reasonable efforts and expertise to manage campaigns and content, but we do not guarantee:
15.4. Pausing or Cancelling Campaigns: If you request that we pause or cancel any advertising or marketing campaign, you remain responsible for payment of any work we have already performed up to that point. Any agreed management fee for the relevant billing period will remain payable.
15.5. Client Supplied Content: You are sole responsible for ensuring that all content you provide for social media or advertising:
We reserve the right to refuse to use any content we consider inappropriate or non-compliant.
15.6 Our Role as Agent: Where we manage your social media accounts or advertising campaigns, we act as your agent on those platforms. You agree that you bear ultimate responsibility for the content, targeting, budgets and compliance with platform policies.
15.7. Disclaimer: We are not liable for:
16.1. Collection and Use of Personal Information: You authorise us to collect, use, store and share your personal information (and that of your employees, representatives or clients) for purposes connected with:
16.2. Privacy Act 2020 Compliance: We will comply with the New Zealand Privacy Act 2020 in handling personal information. You acknowledge that by providing us with personal information about you or others, you confirm you have obtained any required consents to allow us to collect, use and store that information in accordance with these Terms.
16.3. Access and Correction Rights: You (and any individual whose personal information you provide) have the right to request access to and correction of personal information we hold. Requests can be sent to our nominated contact address or email.
16.4. Sharing with Third-Parties: We may share personal information with:
16.5. Separate Data Protection Agreements: If the Services involve the transfer, processing or sharing of large data sets or special categories of personal information, we may require you to enter into a separate data protection or processing agreement. This will set out any addition obligations for both parties to ensure privacy compliance.
16.6. Consequences of Not Providing Information: If you choose not to provide us with personal information we reasonably request, we may be unable to deliver the Services or perform our obligations under this agreement. You agree that by not providing us with this information we are not in breach of this Agreement.
16.7. Confidential Information: Each party agrees to keep the other party’s Confidential Information strictly confidential and to use it only for the purpose of performing this Agreement. Confidential Information does not include information that:
16.8. Permitted Disclosures: Confidential Information may be disclosed:
17.1. No liability for Minor Errors: We will use reasonable efforts to ensure all documents, quotes, invoices and communications are correct and complete. However, we are not liable for any minor errors or omissions that do not materially affect the delivery of the Service.
17.2. Corrections: If an error or omission is identified, we will promptly correct it. Both parties agree to cooperate in good faith to resolve any resulting issues.
17.3 Continuation of Agreement: Any error or omission that is not due to our negligence or wilful misconduct will not invalidate this Agreement. All rights and obligations of both parties will otherwise remain in full force and effect.
18.1 Notification of Defects: You must inspect all Services and deliverables promptly upon delivery. If you believe any services are defective, you must notify us in writing as soon as practicable, and in any case within thirty (30) days of delivery.
18.2. Inspection Rights: You agree to give us reasonable opportunity to inspect and verify any claimed defects.
18.3. Our Obligation to Remedy: If we accept that any Services are defective due to our error, we will, at our option, either correct the defect, re-supply the Services, or refund the price you paid for the affected Service. This remedy is your sole and exclusive remedy for any defective Services.
18.4 Exclusions: We will not be responsible for defects or issues resulting from:
18.5. Acceptance: If you fail to notify us of any defect within the time required, the Services will be deemed accepted and free from any defect.
19.1 Standard of Care: We will provide our Services with reasonable care and skill, consistent with industry standards or similar work. However, you acknowledge that all creative, marketing, consultancy and digital work is inherently variable and subjective.
19.2. No Guarantee of Specific Results: While we work to deliver the best possible outcomes, we do not guarantee or warrant:
19.3. Search Engine Optimisation Disclaimer: For SEO Services:
19.4. No Warranty for Third-Party Items: If we supply any third-party materials, products, services, software or components, they are provided on an ‘as-is’ basis. Any warranties or guarantees for such items are limited to those offered by the original manufacturer or supplier. We make no independent warranties for those items.
19.5. Website Bug Warranty: For custom and template website projects, we offer a thirty (30) day post-launch warranty. This:
19.6. Returns and Refunds: We do not accept the return of any materials or deliverables for credit unless agreed in writing. Any agreed refund or credit is at our sole discretion and will be subject to reasonable conditions.
19.7. Exclusion of Implied Warranties: Except as required by law, we exclude all warranties, guarantees or conditions that are implied by statute, custom or common law. We do not warrant that the Services will be uninterrupted or error-free.
19.8. Consumers Guarantees Act 1993: If you are acquiring the Services for business purposes, you agree that the CGA does not apply. If you on-sell our Services or deliverables, you agree to include terms in your agreements with your customers that contract out of the CGA to the maximum extent permitted by law.
19.9 Fair Trading Act 1986: If you acquiring the Services in trade, you acknowledge and agree that:
20.1 Limitation of Liability: To the maximum extent permitted by law, our total aggregate liability to you for any claims, damages, losses or expenses arising from or in connection with this Agreement (whether in contract, tort, equity or otherwise) will not exceed the total amount you have paid us for the specific Service giving rise to the claim.
20.2. Exclusion of Certain Loss: We will not be liable to you (or any third-party) for any indirect, consequential, special, exemplary or incidental damages. This includes, but is not limited to:
This exclusion applies regardless of the cause of action or legal theory, even if we were advised of the possibility of such damages.
20.3. Limitation of Remedies: If, despite these Terms, we are found liable to you for any reason, our liability will be limited (at our option) to one or more of the following:
20.4. Reliance on Client Instructions: We will not be liable for any loss, damage or liability arising from:
20.5. Third-Party Services: We are not responsible for the performance, quality or outcomes of any third-party products or services, including but not limited to:
Your use of any third-party service is at your own risk and subject to their terms.
20.6. No Liability for Modifications by Others: We are not responsible for any issues, errors, downtime or losses caused by changes or modifications to the Services made by you or any third party without our prior consultation and approval. Any work required to investigate or resolve such issues will be billed at our standard rates.
20.7. Indemnity: You agree to indemnify us (and our directors, employees, agents and contractors) against any claims, losses, damages, costs or expenses (including reasonable legal fees) arising out of or in connection with:
20.8. No Agency or Partnership: Nothing in this Agreement creates any relationship of partnership, joint venture, employment or agency between us. We provide Services to you as an independent contractor.
21.1. Termination by Notice: Either party may terminate this Agreement by giving the other party reasonable written notice. If you choose to terminate before the Services are complete, you agree to pay for:
21.2. Termination for Breach: We may immediately suspend or terminate the provision of Services if:
All outstanding amounts will become immediately due and payable upon such termination.
21.3. Our Right to Suspend Services: We reserve the right to suspend work, delivery of Services or access to any deliverables if:
During any suspension:
Services will only resume once you have remedied the breach to our satisfaction.
21.4. Non-Cancellable Work: You acknowledge that any Services that are customised for you or made to your specific instructions cannot be cancelled once production or development has begun without our written agreement. If you attempt to cancel such Services without our consent, you remain liable to pay the full quoted price.
21.5. Recovery of Costs and Enforcement Expenses: If you default on your payment obligations or breach these Terms you will be responsible for all reasonable costs we incur in recovering any amounts owing, including but not limited to debt collection fees, legal costs on a solicitor-client basis and administrative charges.
21.6. Consequences of Termination: Upon termination (for any reason):
22.1. No Hiring or Poaching: You agree that during the term of this Agreement and for six (6) months after it ends, you will not directly or indirectly employ or engage any of our employees, contractors or consultants.
22.2. Placement Fee: If you breach clause 22.1., you agree to pay us a placement fee equal to fifteen per cent (15%) of the employee’s or contractor’s annual remuneration (or anticipated annual contract value). This fee is intended as a genuine pre-estimate of our recruitment, training and operational costs.
22.3. Reasonableness: You agree that the duration and scope of this restriction are reasonable and necessary to protect our legitimate business interests, including our investment in recruiting and training our team.
23.1. Governing Law: This Agreement is governed by the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the New Zealand Courts.
23.2. Entire Agreement: These Terms, together with any accepted Quotes, Proposals, SLA’s or schedules, represent the entire agreement between us relating to the Services. They supersede any prior agreements, understandings or negotiations, whether written or oral.
23.3. Priority of Documents: If there is any inconsistency between:
The order of priority will apply in that sequence unless otherwise expressly agreed in writing.
23.4. Subcontracting: We may subcontract any part of the Services to third parties or related companies. We remain responsible for meeting our obligations under this Agreement even when work is subcontracted.
23.5. Assignment: Excluding clause 11.2a, you may not assign, transfer or subcontract any of your rights or obligations under this Agreement without our prior written consent. We may assign our rights and obligations to any other person by giving you written notice.
23.6. Notices: Any notice required under this Agreement must be in writing and delivered by email, post or personal delivery to the address most recently notified by the receiving party. A notice will be considered received:
23.7. Force Majeure: We will not be liable to you for any delay or failure to perform our obligations under this Agreement caused by circumstances beyond our reasonable control. This may include natural disasters, government restrictions, pandemics or failures of suppliers or systems not within our control.
23.8. Severability: If any provision of this Agreement is found to be invalid or enforceable, that provision will be modified to the minimum extent necessary to make it enforceable. If modification is not possible, it will be severed and the remaining provisions will remain in full force and effect.
23.9. Waiver: Any failure or delay by either party to enforce any right under this Agreement will not be deemed a waiver of that right or any other right. A waiver must be in writing and signed by the party granting it.
23.10. Survival: Any rights or obligations intended to survive termination of this Agreement will do so, including payment obligations, confidentiality commitments and intellectual property protections.
23.11. Third-Party Rights: This Agreement does not confer any rights or benefits on any person or entity other than the parties to it.
23.12. Relationship of the Parties: We are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment or agency relationship between us.
23.13. Non-Exclusive Services: Nothing in this Agreement restricts us from providing similar services to other clients, provided we meet our confidentiality obligations.
23.14. Client Terms Don’t Apply: Unless expressly agreed by us in writing, we are not bound by any of your own terms of service or procurement processes. By engaging us, you agree to adhere to these Terms.
23.15. Future Engagements: Acceptance of a Quote or Proposal includes acceptance of these Terms for any future work we undertake for you, unless superseded by a new agreement.
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